Common use of Lawsuits Clause in Contracts

Lawsuits. (i) Promptly upon any Authorized Officer of the Company obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries not previously disclosed pursuant to section 6.6, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which, in the Company's reasonable judgment, could reasonably be expected to result in liability the Company or any of its Subsidiaries in an amount aggregating $1,500,000 or more (exclusive of claims covered by insurance policies of the Company or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of the Notes and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder and its counsel to evaluate such matters; and

Appears in 4 contracts

Samples: Mezzanine Note Securities Purchase Agreement (Alion Science & Technology Corp), Mezzanine Note Securities Purchase Agreement (Alion Science & Technology Corp), Mezzanine Note Securities Purchase Agreement (Alion Science & Technology Corp)

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Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, arbitration against or affecting the Company Borrower or any of its Subsidiaries or any property of the Company Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the CompanyBorrower's reasonable judgment, could reasonably be expected to result in liability the Company Borrower or any of its Subsidiaries to liability in an amount aggregating $1,500,000 1,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrower or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Agent and its counsel to evaluate such matters.

Appears in 4 contracts

Samples: Credit Agreement (Finishmaster Inc), Credit Agreement (Finishmaster Inc), Credit Agreement (FTD Corp)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the Company's ’s reasonable judgment, could reasonably be expected to result in liability the Company or any of its Subsidiaries to liability in an amount aggregating $1,500,000 60,000,000 or more (exclusive of claims covered by insurance policies of the Company or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Administrative Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each Lender to evaluate such holder matters; and (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and.

Appears in 4 contracts

Samples: Credit Agreement (Woodward, Inc.), Credit Agreement (Woodward, Inc.), Credit Agreement (Woodward, Inc.)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrower obtaining actual knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company Borrower or any of its Subsidiaries or any property of the Company Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the CompanyBorrower's reasonable judgment, could reasonably be expected to result in liability the Company Borrower or any of its Subsidiaries to liability in an amount aggregating $1,500,000 5,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrower or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Agent and its counsel to evaluate such matters.

Appears in 4 contracts

Samples: Credit Agreement (Schawk Inc), Credit Agreement (Schawk Inc), Credit Agreement (Schawk Inc)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company either Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, arbitration against or affecting the Company Borrowers or any of its their Subsidiaries or any property of the Company Borrowers or any of its their respective Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the Company's reasonable judgmentjudgment of the Borrowers, could reasonably be expected to result in liability the Company Borrowers or any of its their respective Subsidiaries to liability in an amount aggregating $1,500,000 1,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrowers or any of its their respective Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrowers or any of its their respective Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Agent and its counsel to evaluate such matters.

Appears in 3 contracts

Samples: Credit Agreement (Marsh Supermarkets Inc), Credit Agreement (Marsh Supermarkets Inc), Credit Agreement (Marsh Supermarkets Inc)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company Borrower or any of its Subsidiaries or any property of the Company Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which, in the Company's Borrower’s reasonable judgment, could reasonably be expected to will result in liability to the Company Borrower or any of its Subsidiaries in an amount aggregating $1,500,000 1,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrower or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of the Notes and Administrative Agent, and, subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company Borrower or any of its Subsidiaries in any material respectSubsidiaries, provide such other information as may be reasonably available to enable each such holder Lender and the Administrative Agent and its counsel to evaluate such matters; and

Appears in 3 contracts

Samples: Credit Agreement (Alion Science & Technology Corp), Credit Agreement (Alion Science & Technology Corp), Credit Agreement (Alion Science & Technology Corp)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the Company's ’s reasonable judgment, could reasonably be expected to result in liability the Company or any of its Subsidiaries to liability in an amount aggregating $1,500,000 15,000,000 or more (exclusive of claims covered by insurance policies of the Company or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Administrative Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each Lender to evaluate such holder matters; and (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Woodward Governor Co), Term Loan Credit Agreement (Woodward Governor Co), Credit Agreement (Woodward Governor Co)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company or any Subsidiary obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company such Borrower or any of its Subsidiaries or any property of the Company such Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the Company's reasonable judgment, could reasonably be expected to result in liability the Company any Borrower or any of its Subsidiaries to liability in an amount aggregating $1,500,000 15,000,000 or more (exclusive of claims covered by insurance policies of the Company or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of the Notes Administrative Agent and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each Lender to evaluate such holder matters; and (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and.

Appears in 2 contracts

Samples: Credit Agreement (Kaydon Corp), Credit Agreement (Kaydon Corp)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrower obtaining actual knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company Borrower or any of its Subsidiaries or any property of the Company Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the Company's Borrower’s reasonable judgment, could reasonably be expected to result in liability the Company Borrower or any of its Subsidiaries to liability in an amount aggregating $1,500,000 5,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrower or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Agent and its counsel to evaluate such matters.

Appears in 2 contracts

Samples: Credit Agreement (Schawk Inc), Credit Agreement (Schawk Inc)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company obtaining actual knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the Company's reasonable judgment, could reasonably be expected to result in liability the Company or any of its Subsidiaries to liability in an amount aggregating $1,500,000 15,000,000 or more (exclusive of claims covered by insurance policies of the Company or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Administrative Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Administrative Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney- client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters.

Appears in 2 contracts

Samples: Credit Agreement (American National Can Group Inc), Credit Agreement (American National Can Group Inc)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company obtaining actual knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the Company's reasonable judgment, could reasonably be expected to result in liability the Company or any of its Subsidiaries to liability in an amount aggregating $1,500,000 10,000,000 or more (exclusive of claims covered by insurance policies of the Company or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Administrative Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Administrative Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters.

Appears in 2 contracts

Samples: Credit Agreement (Lanier Worldwide Inc), Credit Agreement (Lanier Worldwide Inc)

Lawsuits. (i) Promptly i)Promptly upon any Authorized Officer of the Company or any Subsidiary obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company such Borrower or any of its Subsidiaries or any property of the Company such Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the Company's ’s reasonable judgment, could reasonably be expected to result in liability the Company any Borrower or any of its Subsidiaries to liability in an amount aggregating $1,500,000 25,000,000 or more (exclusive of claims covered by insurance policies of the Company or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of the Notes Administrative Agent and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each Lender to evaluate such holder matters; and (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege, or violate any law, court order or confidentiality agreement, by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and.

Appears in 2 contracts

Samples: Credit Agreement (Kaydon Corp), Credit Agreement (Kaydon Corp)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company Borrower or any of its Subsidiaries or any property of the Company Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which, in the CompanyBorrower's reasonable judgment, could reasonably be expected to will result in liability to the Company Borrower or any of its Subsidiaries in an amount aggregating $1,500,000 1,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrower or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders Administrative Agent (with sufficient copies for each of the Notes and Lenders), and, subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company Borrower or any of its Subsidiaries in any material respectSubsidiaries, provide such other information as may be reasonably available to enable each such holder Lender and the Administrative Agent and its counsel to evaluate such matters; and

Appears in 2 contracts

Samples: Credit Agreement (Alion Science & Technology Corp), Credit Agreement (Alion Science & Technology Corp)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the Company's ’s reasonable judgment, could reasonably be expected to result in liability the Company or any of its Subsidiaries to liability in an amount aggregating $1,500,000 30,000,000 or more (exclusive of claims covered by insurance policies of the Company or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Administrative Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each Lender to evaluate such holder matters; and (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Woodward, Inc.), Credit Agreement (Woodward, Inc.)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrower’s chief executive officer, chief financial officer, or treasurer obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company Borrower or any of its Subsidiaries or any property of the Company Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the Company's Borrower’s reasonable judgment, could reasonably be expected to result in liability the Company Borrower or any of its Subsidiaries to liability in an amount aggregating $1,500,000 10,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrower or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Administrative Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each Lender to evaluate such holder matters; and (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and.

Appears in 1 contract

Samples: Credit Agreement (Woodward Governor Co)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrowers' chief executive officer, chief financial officer, treasurer or controller obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company such Borrower or any of its Subsidiaries or any property of the Company such Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the CompanyBorrower's reasonable judgment, could reasonably be expected to result in liability the Company any Borrower or any of its Subsidiaries to liability in an amount aggregating $1,500,000 5,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrower or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Administrative Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each Lender to evaluate such holder matters; and (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and.

Appears in 1 contract

Samples: Credit Agreement (Thomas Industries Inc)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, arbitration against or affecting the Company any Borrower or any of its respective Subsidiaries or any property of the Company any Borrower or any of its respective Subsidiaries not previously disclosed pursuant to section 6.6SECTION 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the Companyany Borrower's reasonable judgment, could reasonably be expected to result in liability the Company Borrowers or any of its respective Subsidiaries to liability in an amount aggregating $1,500,000 2,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrowers or any of its respective Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrowers or any of its respective Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in CLAUSE (i) of this SECTION 7.1(C), upon request of the Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to CLAUSE (i) above and provide such other information as may be reasonably available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Agent and its counsel to evaluate such matters.

Appears in 1 contract

Samples: Credit Agreement (American Architectural Products Corp)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, arbitration against or affecting the Company Borrower or any of its Subsidiaries or any property of the Company Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 5.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the CompanyBorrower's reasonable judgment, could reasonably be expected to result in liability the Company Borrower or any of its Subsidiaries to liability in an amount aggregating $1,500,000 1,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrowers or any of its Subsidiaries (unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof)), give written notice thereof to the holders of Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in clause (i) of this Section 6.1(C), upon request of the Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Agent and its counsel to evaluate such matters.

Appears in 1 contract

Samples: Credit Agreement (SCP Pool Corp)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, arbitration against or affecting the Company Borrower or any of its Subsidiaries or any property of the Company Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6SECTION 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the CompanyBorrower's reasonable judgment, could reasonably be expected to result in liability the Company Borrower or any of its Subsidiaries to liability in an amount aggregating $1,500,000 2,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrower or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in CLAUSE (i) of this SECTION 7.1(C), upon request of the Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to CLAUSE (i) above and provide such other information as may be reasonably available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Agent and its counsel to evaluate such matters.

Appears in 1 contract

Samples: Credit Agreement (Ifr Systems Inc)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the Company's ’s reasonable judgment, could reasonably be expected to result in liability the Company or any of its Subsidiaries to liability in an amount aggregating $1,500,000 85,000,000 or more (exclusive of claims covered by insurance policies of the Company or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Administrative Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each Lender to evaluate such holder matters; and (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and.

Appears in 1 contract

Samples: Credit Agreement (Woodward, Inc.)

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Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrower’s chief executive officer, chief financial officer, or treasurer obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company Borrower or any of its Subsidiaries or any property of the Company Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the Company's Borrower’s reasonable judgment, could reasonably be expected to result in liability the Company Borrower or any of its Subsidiaries to liability in an amount aggregating $1,500,000 3,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrower or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Administrative Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each Lender to evaluate such holder matters; and (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Administrative Agent or the Required Lenders (which requests shall be made no more than once a quarter), promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and.

Appears in 1 contract

Samples: Credit Agreement (Quixote Corp)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, arbitration against or affecting the Company Borrower or any of its Subsidiaries or any property of the Company Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the CompanyBorrower's reasonable judgment, could reasonably be expected to result in liability the Company Borrower or any of its Subsidiaries to liability in an amount aggregating $1,500,000 5,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrower or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Agent and its counsel to evaluate such matters.

Appears in 1 contract

Samples: Credit Agreement (Printpack Inc)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company obtaining actual knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries not previously disclosed pursuant to section 6.6SECTION 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the Company's reasonable judgment, could reasonably be expected to result in liability the Company or any of its Subsidiaries to liability in an amount aggregating $1,500,000 10,000,000 or more (exclusive of claims covered by insurance policies of the Company or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Administrative Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Administrative Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in CLAUSE (i) of this SECTION 7.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to CLAUSE (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters.

Appears in 1 contract

Samples: Credit Agreement (Lanier Worldwide Inc)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, arbitration against or affecting the Company Borrower or any of its Subsidiaries or any property of the Company Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the CompanyBorrower's reasonable judgment, could reasonably be expected to result in liability the Company Borrower or any of its Subsidiaries to liability in an amount aggregating $1,500,000 3,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrower or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Administrative Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Administrative Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters.

Appears in 1 contract

Samples: Credit Agreement (Haynes International Inc)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, arbitration against or affecting the Company Borrower or any of its Subsidiaries or any property of the Company Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 5.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the CompanyBorrower's reasonable judgment, could reasonably be expected to result in liability the Company Borrower or any of its Subsidiaries to liability in an amount aggregating $1,500,000 1,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrower or any of its Subsidiaries (unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof)), give written notice thereof to the holders of Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in clause (i) of this Section 6.1(C), upon request of the Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Agent and its counsel to evaluate such matters.

Appears in 1 contract

Samples: Credit Agreement (SCP Pool Corp)

Lawsuits. (i) Promptly upon any Authorized Officer member of the Company Borrower Corporate Group obtaining knowledge Knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, arbitration against or affecting any member of the Company or any of its Subsidiaries Borrower Corporate Group or any property of any member of the Company or any of its Subsidiaries Borrower Corporate Group not previously disclosed pursuant to section 6.6SECTION 5.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which, in which expose the Company's reasonable judgment, could reasonably be expected to result in liability the Company Borrower or any member of its Subsidiaries the Borrower Corporate Group to liability in an amount aggregating $1,500,000 50,000 or more (exclusive of claims covered by applicable insurance policies of the Company or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company or any of its Subsidiaries applicable Person unless the indemnitor has disclaimed or reserved the right to disclaim coverage indemnity thereof), give written notice thereof to the holders of the Notes Agent and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in CLAUSE (i) of this SECTION 6.1(C), upon request of the Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to CLAUSE (i) above and provide such other information as may be reasonably available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Agent and its counsel to evaluate such matters.

Appears in 1 contract

Samples: Credit Agreement (American Medserve Corp)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries not previously disclosed pursuant to section 6.6, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which, in the Company's reasonable judgment, could reasonably be expected to result in liability the Company or any of its Subsidiaries in an amount aggregating [$1,500,000 __________] or more (exclusive of claims covered by insurance policies of the Company or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of the Notes and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder and its counsel to evaluate such matters; and

Appears in 1 contract

Samples: Mezzanine Note Securities Purchase Agreement (Alion Science & Technology Corp)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, arbitration against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 2.7 of the Second Amendment, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the Company's reasonable judgment, could reasonably be expected to result in liability the Company or any of its Subsidiaries to liability in an amount aggregating $1,500,000 1,000,000 or more (exclusive of claims covered by insurance Exhibit 1.1-5 policies of the Company or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders each holder of the Notes and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder and its counsel to evaluate such matters; and(ii) promptly upon obtaining knowledge thereof, advise each holder of Notes of any material developments in any such actions, suits, proceedings, governmental investigations, arbitrations or threatened actions covered by a report delivered pursuant to clause (i) (PROVIDED such disclosure would not jeopardize any attorney-client privilege); and (iii) in addition to the requirements set forth in clause (i) and clause (ii) of this Section 7.1(C), upon request of the Majority Holders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the holders of the Notes to enable each holder and its counsel to evaluate such matters.

Appears in 1 contract

Samples: Note Purchase Agreement (Binks Sames Corp)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company Holdings obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, arbitration against or affecting the Company Holdings or any of its Subsidiaries or any property of the Company Holdings or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 5.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the Company's Holdings' reasonable judgment, could reasonably be expected to result in liability the Company Holdings or any of its Subsidiaries to liability in an amount aggregating $1,500,000 1,000,000 or more (exclusive of claims covered by insurance policies of the Company Holdings or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Holdings or any of its Subsidiaries (unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof)), give written notice thereof to the holders Administrative Agent on behalf of the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Administrative Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in clause (i) of this Section 6.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not result in loss of any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters.

Appears in 1 contract

Samples: Credit Agreement (Aas Capital Corp)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, arbitration against or affecting the Company Borrower or any of its Subsidiaries or any property of the Company Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the CompanyBorrower's reasonable judgment, could reasonably be expected to result in liability the Company Borrower or any of its Subsidiaries to liability in an amount aggregating $1,500,000 1,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrower or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Agent and its counsel to evaluate such matters.

Appears in 1 contract

Samples: Credit Agreement (Binks Sames Corp)

Lawsuits. (i) Promptly upon any an Authorized Officer of the Company obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation proceeding or arbitration, by or before any Governmental Authority, against or affecting the Company or any of its Significant Subsidiaries or any property of the Company or any of its Significant Subsidiaries not previously disclosed pursuant to section 6.6Section 6.7, which action, suit, proceeding, governmental investigation proceeding or arbitration exposes, (or in the case of multiple actions, suits, proceedings, governmental investigations proceedings or arbitrations arising out of the same general allegations or circumstances whichcircumstances, in the Company's reasonable judgmentwhich actions, suits proceedings or arbitrations), if adversely determined, could reasonably be expected to result in liability expose the Company or any of its Significant Subsidiaries to liability in an amount aggregating $1,500,000 30,000,000 or more (exclusive of claims covered by insurance policies of the Company or any of its Significant Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company or any of its Significant Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Administrative Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each Lender to evaluate such holder matters; and (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and.

Appears in 1 contract

Samples: Credit Agreement (Steelcase Inc)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, arbitration against or affecting the Company Borrower or any of its Subsidiaries or any property of the Company Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6as Disclosed Litigation, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the CompanyBorrower's reasonable judgment, could reasonably be expected to result in liability the Company Borrower or any of its Subsidiaries to liability in an amount aggregating $1,500,000 5,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrower or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each such holder Lender and the Agent and its counsel to evaluate such matters; andand (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Agent or the Required Lenders, promptly give written notice of the status of any Disclosed Litigation or action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Agent and its counsel to evaluate such matters.

Appears in 1 contract

Samples: Credit Agreement (Printpack Inc)

Lawsuits. (i) Promptly upon any Authorized Officer of the Company Borrower's chief executive officer, chief financial officer, or treasurer obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration, by or before any Governmental Authority, against or affecting the Company Borrower or any of its Subsidiaries or any property of the Company Borrower or any of its Subsidiaries not previously disclosed pursuant to section 6.6SECTION 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances whichwhich expose, in the CompanyBorrower's reasonable judgment, could reasonably be expected to result in liability the Company Borrower or any of its Subsidiaries to liability in an amount aggregating $1,500,000 10,000,000 or more (exclusive of claims covered by insurance policies of the Company Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and exclusive of claims covered by the indemnity of a financially responsible indemnitor in favor of the Company Borrower or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the holders of Administrative Agent and the Notes Lenders and subject to preservation of the Company's or such Subsidiary's attorney-client privilege and to the extent not prejudicial to the Company or any of its Subsidiaries in any material respect, provide such other information as may be reasonably available to enable each Lender to evaluate such holder matters; and (ii) in addition to the requirements set forth in clause (i) of this SECTION 7.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and.

Appears in 1 contract

Samples: Credit Agreement (Woodward Governor Co)

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